Common use of Indemnification by DWA Clause in Contracts

Indemnification by DWA. DWA will defend, indemnify and hold harmless Company, the Subsidiary Sublicensees and their respective directors, officers, shareholders, partners, agents, representatives, successors and assigns, from and against any and all third Person claims, actions (including, without limitation, any governmental and inquiries, investigations, enforcement actions and other governmental or regulatory actions), and causes of action, and any damages, fines, penalties, liabilities, obligations, judgments, decrees, settlements, costs and expenses, including reasonable attorneys’ fees, arising out of any of the foregoing, for or based on (a) any breach, or a claim that, if true, would be a breach by DWA or any of its Affiliates of any of their respective obligations, covenants, representations or warranties contained in this Agreement or any Additional License Addendum, (b) an allegation by a third Person that any Contributed DWA IP, Additional DWA IP or DWA Trademark, when used in or for the Territory or any Additional Territory set forth in an Additional License Addendum without modification in the form provided and in accordance with the Licenses and other terms and conditions of this Agreement, infringes, misappropriates or otherwise violates the non-patent Intellectual Property Rights of such third Person, (c) any claim by any third Person of products liability or death or injury to any Person or damages to or losses of any property to the extent caused (or alleged to be caused) by the negligence of DWA or any of its Affiliates or any product or service sold, distributed or otherwise provide by or for DWA or any of its Affiliates to such third Person (except to the extent resulting (or alleged to result) from any Company Derivative IP incorporated into such product or used for such service in accordance with this Agreement), or (d) any violation of or failure to comply with any Law applicable to DWA or any of its Affiliates. If any Contributed DWA IP, Additional DWA IP or DWA Trademark becomes, or DWA believes is likely to become, subject to any claim, DWA will have the option, at its sole cost and expense, to modify the applicable Contributed DWA IP, Additional DWA IP or DWA Trademark to be non-infringing and still substantially similar, provide Company with a non-infringing substantially similar substitute for the Contributed DWA IP, Additional DWA IP or DWA Trademark, or obtain for Company a license to continue using such Contributed DWA IP, Additional DWA IP or DWA Trademark as provided under the Licenses and other terms and conditions of this Agreement. DWA will have no obligation to defend, indemnify or hold harmless Company or any Subsidiary Sublicensee (or any other Person indemnified hereunder) for use or other exploitation of such Contributed DWA IP, Additional DWA IP or DWA Trademark that occurs more than sixty (60) days after DWA has provided Company with such modification or substitution in accordance with the foregoing sentence. In addition, notwithstanding anything herein to the contrary, DWA’s obligation to defend, indemnify or hold harmless Company and any Subsidiary Sublicensee (and any other Person indemnified hereunder) with respect to use of the DWA Trademarks extends only to uses of the DWA Trademarks in connection with those goods and services for which they have been registered by DWA in the Territory or an Additional Territory.

Indemnification by DWA. DWA will defend, indemnify and hold harmless Company, the Subsidiary Sublicensees Company and their respective its directors, officers, shareholders, partners, agents, representatives, successors and assigns, from and against any and all third Person claims, actions (including, without limitation, any governmental and inquiries, investigations, enforcement actions and other governmental or regulatory actions), and causes of action, and any damages, fines, penalties, liabilities, obligations, judgments, decrees, settlements, costs and expenses, including reasonable attorneys’ fees, arising out of any of the foregoing, for or based on (a) any breach, or a claim that, if true, would be a breach by DWA or any of its Affiliates of any of their respective obligations, covenants, representations or warranties contained in this Agreement or any Additional License Addendum, (b) an allegation by a third Person that any Contributed DWA IP, Technology or Additional DWA IP or DWA TrademarkTechnology, when used in or for the Territory or any Additional Territory set forth in an Additional License Addendum without modification in the form provided and in accordance with the Licenses and other terms and conditions of this Agreement, infringes, misappropriates or otherwise violates the non-patent Intellectual Property Rights of such third Person, (c) any claim by any third Person of products liability or death or injury to any Person or damages to or losses of any property to the extent caused (or alleged to be caused) by the negligence of DWA or any of its Affiliates or any product or service sold, distributed or otherwise provide provided by or for DWA or any of its Affiliates to such third Person (except to the extent resulting (or alleged to result) from any Company Derivative IP Technology incorporated into such product or used for such service in accordance with this Agreement), or (d) any violation of or failure to comply with any Law applicable to DWA or any of its Affiliates. If any Contributed DWA IP, Technology or Additional DWA IP or DWA Trademark Technology becomes, or DWA believes is likely to become, subject to any claim, DWA will have the option, at its sole cost and expense, to modify the applicable Contributed DWA IP, Technology or Additional DWA IP or DWA Trademark Technology to be non-infringing and still substantially similar, provide Company with a non-infringing substantially similar substitute for the Contributed DWA IP, Technology or Additional DWA IP or DWA TrademarkTechnology, or obtain for Company a license to continue using such Contributed DWA IP, Technology or Additional DWA IP or DWA Trademark Technology as provided under the Licenses and other terms and conditions of this Agreement. DWA will have no obligation to defend, indemnify or hold harmless Company or any Subsidiary Sublicensee (or any other Person indemnified hereunder) for use or other exploitation of such Contributed DWA IP, Technology or Additional DWA IP or DWA Trademark Technology that occurs more than sixty (60) days after DWA has provided Company with such modification or substitution in accordance with the foregoing sentence. In addition, notwithstanding anything herein to the contrary, DWA’s obligation to defend, indemnify or hold harmless Company and any Subsidiary Sublicensee (and any other Person indemnified hereunder) with respect to use of the DWA Trademarks extends only to uses of the DWA Trademarks in connection with those goods and services for which they have been registered by DWA in the Territory or an Additional Territory.